The following discussion of our financial condition and results of operation should be read in conjunction with the financial statements and related notes that appear elsewhere in this Annual Report. This discussion contains forward-looking statements and information relating to our business that reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties that may cause our or our industry's actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.





Fiscal Year


Our fiscal year is a 52/53-week year, ending on the Sunday closest to December 31. The 52-week fiscal 2022 ended on January 1, 2023, and the 52-week fiscal 2021 year ended on January 2, 2022.






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Introduction


As of January 1, 2023, including our partially owned Bagger Dave's business, we owned and operated eighteen restaurants comprising the following:





    ·   Eight Burger Time fast-food restaurants and one Dairy Queen franchise
        ("BTND");
    ·   Village Bier Garten a German-themed restaurant, bar, and entertainment
        venue in Cocoa, Florida. ("VBG"):
    ·   Keegan's Seafood Grille in Indian Rocks Beach, Florida ("Keegan's");
    ·   Pie In The Sky Coffee and Bakery in Woods Hole, Massachusetts ("PIE").
    ·   Unconsolidated affiliate, Bagger Dave's Burger Tavern, Inc, 41.2% owned
        operates six Bagger Dave's restaurants in Michigan, Ohio, and Indiana
        ("BD").



Burger Time opened its first restaurant in Fargo, North Dakota, in 1987. Burger Time restaurants feature a traditional grilled hamburger and other affordable foods such as chicken sandwiches, pulled pork sandwiches, sides, and soft drinks. Burger Time's operating principles include (i) offering bigger burgers and more value for the money; (ii) offering a limited menu to permit attention to quality and speed of preparation; (iii) providing fast service by way of single and double drive-thru designs and a point-of-sale system that expedites the ordering and preparation process, and (iv) great tasting and quality food made fresh to order at a fair price. Our primary strategy is to serve the drive-thru and take-out segment of the quick-service restaurant industry.

The average customer transaction at our Burger Time restaurants increased by approximately 30% in fiscal 2022 compared to 2021 and currently is about $16.90. This recent increase is principally because of the menu price increases implemented in 2021 and 2022. A 2022 price increase of approximately 10% on our popular "Deal of the Day" significantly increased our check average. We implemented an additional menu price increase in September 2022 and regularly monitor market prices to remain competitive. Many factors influence our sales trends. Our business environment is challenging as competition is intense.

We operate through a central management organization that provides continuity across our restaurant base by utilizing the efficiencies of a central management team.





Notable 2022 Events



Our recent acquisitions have allowed us to diversify our operations into new restaurant segments and new geographic regions, reducing our dependency on the financial performance of our Burger Time restaurants. During the 2022 fiscal year, we acquired three operating restaurants and a 41.2% ownership interest in BD, an operator of six casual restaurants. We expect to consider acquisition opportunities in the future.

Keegan's Seafood Grille, acquired in March 2022, has served customers in the Indian Rocks Beach and Clearwater, Florida markets for over 35 years. Keegan's is primarily a dine-in restaurant offering a variety of traditional fresh seafood items for lunch and dinner and a selection of beer and wine.

In May 2022, we acquired the assets and business operations of the iconic Pie In The Sky Coffee Restaurant and Bakery. PIE is adjacent to the ferry terminal in Woods Hole, Massachusetts. PIE has operated in the same location for over thirty years, offering a range of breakfast and lunch options, freshly roasted coffee, and branded merchandise serving locals and tourists.

In August 2022, we purchased the assets of Van Stephan Village Bier Garten, a full-service bar and restaurant in Cocoa, Florida. We have rebranded the restaurant Village Bier Garten. The restaurant features a German-themed menu, specialty imported European beers, and regular entertainment.

In June 2022, we acquired shares of stock representing 41.2% ownership of publicly held Dave's Burger Tavern, Inc., the owner and operator of six Bagger Dave's restaurants, a casual restaurant and bar concept. Bagger Dave's provides an inviting, entertaining atmosphere specializing in burgers, hand-cut fries, craft beer, milkshakes, salads, pizza, and other items. Bagger Dave's opened its first restaurant in Berkley, Michigan, in January 2008 and operates four restaurants in Michigan, one restaurant in Ft. Wayne, Indiana, and one location in Centerville, Ohio.






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Material Trends and Uncertainties

Industry trends have a direct impact on our business. Current trends include difficulties attracting food service workers and rapid inflation in the cost of input items. Recent trends also include the rapidly changing area of technology and food delivery. The major companies in the restaurant industry have rapidly adopted and developed smartphone and mobile delivery applications, have aggressively expanded drive-through operations, and developed loyalty programs and database marketing supported by a robust technology platform. We expect these trends to continue as restaurants aggressively compete for customers. Competitors will continue to discount prices through aggressive promotions.

Food costs have increased over the last two years, and we expect to see continued inflationary pressure during 2023. Beef and egg costs continued to increase in 2022. Given the competitive nature of the restaurant industry, it may be challenging to raise menu prices to fully cover cost increases. Future margin improvements may be difficult to achieve. Margin improvement will be achieved through operational enhancements, equipment advances, and increased volumes offsetting food cost increases.

Labor is a critical factor in operating our stores. Securing staff to run our locations at full capacity has become more challenging in most areas where we operate our restaurants. The current labor market has resulted in higher wages as the competition for employees intensifies, not only in the restaurant industry but in practically all retail and service industries. We must develop and retain quality employees.

Although moderating over the last twelve months, since March 2020, COVID-19 and its variants have adversely affected workforces, customers, economies, and financial markets globally and disrupted the US economy's normal flow. Our stores have, with some exceptions, generally remained open for drive-through business. However, many businesses have experienced a disruption of operations. More recently, food service businesses, including ours, have faced challenges in attracting and hiring workers. Labor shortages have resulted in some store curtailment of operating hours which may become more acute as market participants compete to attract employees.

We cannot determine the future effects of any public health matters on our operations and financial results. We have and could continue to experience the impact of recent events including but not limited to commodity inflation, disruption in our supply chain, and labor availability challenges at certain shops. We have increased and plan to continue increasing prices to offset additional costs due to a higher inflationary economic environment in the U.S. These price increases may not be sufficient to mitigate higher costs, and further increases may negatively impact consumer behavior.






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Result of operations for the 52 weeks ending January 1, 2023, compared to the 52 weeks ending January 2, 2022.

The following table sets forth, for the years indicated, our Consolidated Statements of Operations expressed as a percentage of total revenues. The percentages below may not reconcile because of rounding.





                                         52 weeks ended,                 52 weeks ended,
                                         January 1, 2023                 January 2, 2022
                                      Amount                %         Amount            %
SALES                              $ 12,601,169          100.0 %    $ 8,451,870         100.0 %
COSTS AND EXPENSES
Restaurant operating expenses
Food and paper costs                  4,854,321           38.5        3,285,752          38.9
Labor costs                           4,126,837           32.7        2,383,206          28.2
Occupancy costs                       1,147,744            9.1          681,560           8.1
Other operating expenses                780,564            6.2          469,822           5.6
Depreciation and amortization           449,038            3.6          234,027           2.8
General and administrative            1,633,829           13.0          416,791           4.9
Total costs and expenses             12,992,333          103.1        7,471,158          88.4
Income (loss) from operations          (391,164 )         (3.1 )        980,712          11.6
UNREALIZED LOSS ON MARKETABLE
SECURITIES                              (86,422 )          (.7 )
INTEREST EXPENSE                       (114,766 )          (.9 )       (172,861 )        (2.0 )
INTEREST AND DIVIDEND INCOME            125,529            1.0           -              -
OTHER EXPENSE                           (80,649 )          (.6 )
EQUITY IN AFFILIATE LOSS               (194,813 )         (1.6 )         -              -
INCOME TAX (EXPENSE) BENEFIT            180,000            1.4         (200,000 )        (2.4 )
NET INCOME (LOSS)                  $   (562,285 )         (4.5 )%   $   607,851           7.2 %




Net Revenues:


Net sales for 2022 increased $4,149,299 or 49.1% to $12,601,169 from $8,451,870 in 2021. The sales increase resulted from the acquisition of three restaurants during the year contributing $5,595,003 in revenue. The BTND business experienced a sales decline of $1,041,000 as the business continued a trend toward a return to pandemic pre-lockdown sales levels. Sales results also reflect the closing of the West St Paul Burger Time location in the fourth quarter of 2022. Same store sales at BTND for stores open at year-end decreased by approximately 11.2%.

For BTND locations open at year-end, 2022 restaurant sales ranged from a low of $458,000 to a high of $1,012,000. The average sales for each Burger Time unit open at year-end were approximately $809,000 in 2022, a decline of approximately 6.1% from $858,700 in 2021.





Restaurant Operating Costs:



During 2022, restaurant operating costs (which refer to all the costs associated with operating our restaurants but do not include general and administrative expenses and depreciation and amortization) increased to 86.6% in restaurant sales in 2022 from 80.8% in 2021. This increase was due primarily to price inflation on input costs, including food and labor, and the matters discussed in the "Cost of Sales," "Labor Costs," and "Occupancy and Other Operating Cost" sections below. A decline in BTND restaurant sales also impacted the changes in restaurant-level costs from 2021 to 2022.






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The impact of cost increases and the addition of three non-BTND restaurants during the year and may be detailed as follows:

Restaurant operating costs for the period ended January 2, 2022 $ 6,820,340 Increase in food and paper costs

                                      1,568,569
Increase in labor costs                                               1,743,631
Increase in occupancy and operating cost                                776,928

Restaurant operating costs for the periods ended January 1, 2023 $ 10,909,466

Costs of Sales - food and paper:

Cost of sales - food and paper - for 2022 decreased to 38.5% of restaurant sales from 38.9% of restaurant sales in 2021. The decrease results from the inclusion of PIE which operates at a lower food cost than BTND. The decrease also reflects the net result of price increases during the year offset by an inflationary cost environment, including increases in beef, paper and egg costs. PIE, because of its coffee-focused menu, has significantly lower food and paper costs than BTND and Keegan's.





Labor Costs:



In 2022, labor and benefits cost increased to 32.7% of restaurant sales from 28.2% in 2021. The increase is the net result of lower BTND activity in 2022, and higher wages because of labor shortages in some of our markets, contributing to an unfavorable utilization of the fixed portion of labor costs. PIE and Keegan's businesses run at higher labor costs than BTND. We benefit from minimal turnover in unit restaurant management. Payroll costs are semi-variable, meaning that they do not decrease proportionally to decreases in revenue; thus, they increase as a percentage of restaurant sales when there is a decrease in restaurant sales.

Occupancy and Other Operating Costs:

For 2022, occupancy and other costs increased to 15.3% of sales or $1,928,308 compared to $1,151,382 or 13.7% of restaurant sales in 2021, principally because of the impact on these costs of three leased restaurant locations added in 2022. All of which operate at a higher occupancy cost than our BTND locations where we own the majority of the real estate.

Depreciation and Amortization Costs:

For 2022, depreciation and amortization costs increased 91.9% or $215,011 to $449,038 (3.6% of sales) from $234,027 (2.8% of sales) in 2021. Depreciation and amortization costs increased principally due to the purchase of three restaurants during 2022 for approximately $2.4 million and capital additions in the last two years, including major parking lot repairs and significant replacement of HVAC equipment at several locations. These capital additions offset the decrease in depreciation and amortization resulting from a significant amount of our equipment reaching a fully depreciated status.

General and Administrative Costs

General and administrative costs in 2022 increased 292.0%, or $1,217,038, to $1,633,829 (13.0% of sales) from $416,791 (4.9% of sales) in 2021. The increase was principally the result of our transition to a public company and including higher officer salaries and bonus payments related to new senior management employment agreements, listing fees, increased quarterly review expenses, $118,700 of non-cash stock-based compensation for stock option expenses and costs associated with acquiring, transitioning to new ownership, and administering the three geographically dispersed businesses acquired during the year.

Income (loss) from Operations:

The loss from operations was $391,164 in 2022 compared to operating income of $980,712 in 2021. The change in income from operations in 2022 compared to 2021 was primarily due to the matters discussed in the "Net Revenues," "General and Administrative Costs" and "Restaurant Operating Costs," sections above.






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Interest expense:


In 2022, our interest expense decreased $58,095 to $114,766 (.9% of restaurant sales) from $172,861 (2.0% of restaurant sales) in 2021 as a result of schedule amortization reducing the loan balance and a full year of the refinanced lower interest rate which reduced the interest rate to 3.45% in 2021. Prior to the June 2021 refinancing the interest rate was 4.75%.

Interest and Dividends and Other Income:

Interest and Dividend income was $125,529 in 2022 resulting from interest and other investment income from the investment of the proceeds from the November 2021 IPO. Other expense of $80,649 in 2022 includes $100,000 accrual for property taxes on the Company's St. Louis property.





Net Income (loss):


The net loss was $562,285 in 2022, compared to an income of $607,851 in 2021. The change in 2022 from 2021 was primarily attributable to the matters discussed in the "Net Revenues," "Restaurant Operating Costs," "General and Administrative Costs," and "Other Income" sections.





Restaurant-level EBITDA:


To supplement the consolidated financial statements, which are prepared and presented in accordance with GAAP, we use restaurant-level EBITDA (earnings before interest, taxes, depreciation and amortization), which is not a measure defined by GAAP. This non-GAAP operating measure is useful to both management and, we believe, to investors because it represents one means of gauging the overall profitability of our recurring and controllable core restaurant operations. However, this measure is not indicative of our overall results, nor does restaurant-level profit accrue directly to the benefit of stockholders, primarily due to the exclusion of corporate-level expenses. Restaurant-level EBITDA should not be considered a substitute for or superior to operating income, which is calculated in accordance with GAAP, and the reconciliations to operating income set forth below should be carefully evaluated.





We define restaurant-level EBITDA as operating income before pre-opening costs
if any, general and administrative costs, depreciation and amortization. General
and administrative expenses are excluded as they are generally unrelated to
restaurant-specific costs. Depreciation and amortization are excluded because
they are not ongoing controllable cash expenses and are unrelated to ongoing
operations' health.



                                                               Fiscal Year
                                                           2022            2021
Revenues                                               $ 12,601,169     $ 8,451,870
Reconciliation:
Income (loss) from operations                              (391,164 )       980,712
Depreciation and amortization                               449,038         234,027

General and administrative, corporate-level expenses 1,633,829 416,791 Restaurant-level EBITDA

$  1,691,703     $ 1,631,530
Restaurant-level EBITDA margin                                 13.4 %          19.3 %




Liquidity and Capital Resources

For the 52 weeks that ended January 1, 2023, we recorded an after-tax loss of $562,285. At January 1, 2023, we had $8,144,872 in cash and marketable securities and net working capital of $6,730,552.

The aftermath of the pandemic restrictions continues to have a significant impact on the U.S. economy, and it is difficult to predict the near-term variations in the economy in general and specifically the impact on our businesses, operating results and financial condition.

Our primary requirements for liquidity are to fund our working capital needs, capital expenditures, and general corporate needs, as well as to invest in or acquire businesses that are synergistic with our business. Our operations do not require significant working capital as generally restaurants operate with negative working capital. Working capital deficits may be incurred in the future. Our liquidity and cash flows sources are operating cash flows and cash on hand. We have used available cash to make acquisitions, service debt, and to maintain our stores. Our working capital position benefits from the fact that we collect cash from sales from our customers at the point of sale or within a few days from our credit card processor, and in general, payments to our vendors are not due for thirty days.






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Summary of Cash Flows



Cash Flows Provided by Operating Activities

Operating cash flow in 2022 was $211,798, a decline in cash flow from operations from $813,955 in 2021.

Cash Flows Used in Investing Activities

In 2022, we invested approximately $5.7 million in marketable securities, including $4.9 million in short-term U.S. Treasury Bills and approximately $3 million in acquiring the operating assets of three existing restaurants and $1.26 million in acquiring our 41.2% ownership of Bagger Dave's.

Cash Flows from Financing Activities

On November 12, 2021, the Company completed a public offering of Units, each consisting of one share of common stock and one five-year stock purchase warrant to purchase one common share at $5.50. We have the right to redeem the warrants under certain conditions. The Company issued 2,400,000 common shares in the offering and 2,760,000 stock purchase warrants. After deducting all fees and expenses, net proceeds from the offering were $10,696,575.





Contractual Obligations


As of January 1, 2023, we had $4,344,580 in contractual obligations, including $1,518,487 in contractual obligations relating to leases on restaurants acquired in 2022 and $2,826,093 to amounts due under mortgages on the real properties on which are stores are situated. Our monthly required payment is approximately $22,700. On June 28, 2021, we refinanced most of our outstanding mortgage debt with a new lender lowering its nominal interest cost from 4.75% to 3.45% fixed for the next ten years.

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